dvmg_8k-ex10x2.htm


    Exhibit
10.2

     

     

    EXHIBIT
A

    


    CERTIFICATE
OF DESIGNATION

    OF SERIES
A PREFERRED STOCK

    


     

            Golden
Key International, Inc. (the “Corporation”), a corporation organized and
existing under the laws of the State of Delaware, does hereby
certify:

     

            FIRST:
Pursuant to authority conferred upon the Board of Directors by its Certificate
of Incorporation, and pursuant to the provisions of laws of Delaware, the Board
of Directors has adopted a resolution on December 8, 2009 which is set forth
below, to issue the number of shares of the Series A Preferred Stock pursuant to
a resolution dated December 8, 2009, a copy of which was filed with the State of
Delaware.

     

            RESOLVED,
that pursuant to the authority expressly granted to and vested in the Board of
Directors of the Corporation by the provisions of the Certificate of
Incorporation of the Corporation, as amended, out of the authorized but unissued
shares of Preferred Stock of the Corporation this Board of Directors hereby
creates a series of the Preferred Stock, par value $.0001 per share (the
“Preferred Stock”), of the Corporation, and this Board of Directors hereby fixes
the powers, designations, preferences and relative, participating, optional or
other special rights of the shares of such series, and the qualifications,
limitations or restrictions thereof (in addition to the powers, designations,
preferences and relative, participating, optional or other special rights, and
the qualifications, limitations or restrictions thereof, set forth in the
Certificate of Incorporation of the Corporation which are applicable to
Preferred Stock of all series) as follows:

     

            1.
      Designation. The
designation of the series shall be “Series A Preferred Stock” (the “Series A
Preferred Stock”).

     

            2.
      Number. The number of
shares constituting the Series A Preferred Stock shall be one million
(1,000,000).

     

            3.
      Voting
Rights.

     

    
      	 
      	
                      a.      General Voting Rights. The one million
      (1,000,000) Series A Preferred Stock shall have an aggregate voting power
      of 40% of the combined voting power of the entire Company’s shares, Common
      Stock and Preferred Stock as long as the Company is in existence. Each
      holder of the Series A Preferred Stock shall have full voting rights and
      powers equal to the voting rights and powers of the holders of Common
      Stock, and shall be entitled, notwithstanding any provision hereof, to
      notice of any stockholders’ meeting in accordance with the by-laws of the
      Corporation, and shall be entitled to vote, together with holders of
      Common Stock, with respect to any question upon which holders of Common
      Stock have the right to vote. The Series A Preferred Stock is not subject
      to any reverse split applicable to the Common Stock of the Company and is
      not convertible into any other
securities.

            


    

    


     

     

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                      b.      Consent Needed for Authorization. Without
      the vote or consent of the holders of at least a majority of the shares of
      Series A Preferred Stock then outstanding, the Corporation may not (i)
      authorize, create or issue, or increase the authorized number of shares
      of, any class or series of capital stock ranking prior to or on a parity
      with the Series A Preferred Stock, (ii) authorize, create or issue any
      class or series of common stock of the Corporation other than the Common
      Stock, (iii) authorize any reclassification of the Series A Preferred
      Stock, (iv) authorize, create or issue any securities convertible into or
      exercisable for capital stock prohibited by Section 3(b)(i) or (ii), (v)
      amend this Certificate or (vi) enter into any merger or reorganization, or
      disposal of assets involving 20% of the total capitalization of the
      Corporation.

            


    

    


            4.
      Liquidation.

    


    
      	 
      	
                      a.      Preference. Subject to the rights of the
      holders of any other series of Preferred Stock ranking senior to or on a
      parity with the Series A Preferred Stock with respect to liquidation and
      any other class or series of capital stock of the Corporation ranking
      senior to or on a parity with the Series A Preferred Stock with respect to
      liquidation, in the event of any liquidation, dissolution or winding up of
      the affairs of the Corporation, whether voluntary or involuntary, the
      holders of record of the issued and outstanding shares of Series A
      Preferred Stock shall be entitled to receive, out of the assets of the
      Corporation available for distribution to the holders of shares of Series
      A Preferred Stock, prior and in preference to any distribution of any of
      the assets of the Corporation to the holders of Common Stock and any other
      series of Preferred Stock ranking junior to the Series A Preferred Stock
      with respect to liquidation and any other class or series of capital stock
      of the Corporation ranking junior to the Series A Preferred Stock with
      respect to liquidation, an amount in cash per share equal to $1.00, plus
      an amount equal to all dividends accrued and unpaid on each such share
      (whether or not declared) up to the date fixed for distribution. If, upon
      such liquidation, dissolution or winding up of the affairs of the
      Corporation, the assets of the Corporation distributable among the holders
      of Series A Preferred Stock and any other series of Preferred Stock
      ranking on a parity therewith in respect thereto or any class or series of
      capital stock of the Corporation ranking on a parity therewith in respect
      thereto shall be insufficient to permit the payment in full to all such
      holders of shares of the preferential amounts payable to them, then the
      entire assets of the Corporation available for distribution to such
      holders of shares shall be distributed ratably among such holders in
      proportion to the respective amounts that would be payable per share if
      such assets were sufficient to permit payment in full. After payment of
      the full amount to which they are entitled upon liquidation pursuant to
      this Section 4(a), the holders of shares of Series A Preferred Stock will
      not be entitled to any further participation in any distribution of assets
      by the Corporation. Neither a consolidation or merger of the Corporation
      with another corporation or other entity nor a sale, transfer, lease or
      exchange of all or part of the Corporation’s assets will be considered a
      liquidation, dissolution or winding up of the affairs of the Corporation
      for purposes of this Section 4(a).

            


    

     

    
      	 
      	
                      b.      Adjustments. The liquidation preference
      provided for herein with respect to the Series A Preferred Stock shall be
      equitably adjusted to reflect any stock dividend, stock distribution,
      stock split or reverse stock split, combination of shares, subdivision of
      shares or reclassification of shares with respect to the Series A
      Preferred Stock.

            


    

    


     

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            5.       Dividends. The
holders of the Series A Preferred Stock shall not be entitled to receive
dividends per share of Series A Preferred Stock.

     

            
6.      Redemption. The
Corporation shall have no rights to redeem Series A Preferred
Stock.

     

            SECOND:
That said determination of the powers, designation, preferences and the
relative, participating, optional or other rights, and the qualifications,
limitations or restrictions thereof, relating to said series of Preferred Stock,
was duly made by the Board of Directors of the Company pursuant to the
provisions of the Certificate of Incorporation of the Company, as amended, and
in accordance with the provisions of the laws of Delaware.

     

     

     

     

    
      
        	 	 	 
	 	 	 	 
	
                 

              	
                By:
      

              	/s/ Robert
      Blair	 
	 	 	Robert
      Blair, Director	 
	 	 	 	 
	 	 	 	 


      

    

     

     

     

     

     

     

     

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